SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BERNSTEIN KENNETH F (Last) (First) (Middle) C/O ACADIA REALTY TRUST 1311 MAMARONECK AVENUE, SUITE 260 (Street) WHITE PLAINS NY 10605 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ACADIA REALTY TRUST [ AKR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest - $.001 Par Value	12/17/2004		M		120,890(1)	D	$15.51	70,023(1)(2)	D
Common Shares of Beneficial Interest- $.001 Par Value	12/17/2004		M		120,890(1)	A	$15.51	190,913(1)(2)	D
Common Shares of Beneficial Interest- $.001 Par Value	12/17/2004		M		130,110(1)(3)	A	$7.5	321,023(2)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase Common Shares	$7.5	12/17/2004	12/17/2004	M			250,000(1)	08/11/2000	06/15/2009	Common Shares	250,000(1)	$7.5	100,000	D
Options to purchase Common Shares	$6	12/17/2004		M		100,000		01/02/2003	01/01/2011	Common Shares	250,000	$6	250,000	D

Explanation of Responses:

1. On December 17, 2004 Mr. Bernstein exercised 250,000 Options to purchase Common Shares. He used 120,890 of his existing Common Shares to pay the exercise price of $1,875,000. The Common Shares were then distributed as follows: 120,890 were isssued to Mr. Bernstein replacing those used to pay the exercise price and the balance of 130,110 Common Shares (the "Deferred Shares") were placed in a deferred account pursuant to an Agreement with the Company. Thus, Mr. Bernstein's aggregate number of Common Shares was increased from 190,913 to 321,023, the number of his OP units remains at 331,255 and the number of options he holds was reduced from 600,000 to 350,000. The Deferred Shares will not be received by Mr. Bernstein until termination of employment with the Company or a change in control of the Company. Mr. Bernstein will not be entitled to vote the Deferred Shares. Any dividends which accrue on such Deferred Shares will be payable in cash.

2. Includes 87,034 vested Common Shares of a total of 200,418 Restricted Common Shares issued to Mr. Bernstein in 2000 through 2004. In addition, Mr. Bernstein owns 331, 255 Operating Partnership Units.

3. Represents the Deferred Shares.

4. Includes the Deferred Shares.

	/s/ Kenneth Bernstein	12/17/2004
	** Signature of Reporting Person	Date
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